Baker Hughes 2009 Annual Report Download - page 49

2009 Proxy Statement 39
value of this accelerated vesting of Mr. Craighead’s restricted
stock awards would have been $666,241 ($40.48 per share
value on December 31, 2009, multiplied by the number of our
shares subject to each of Mr. Craighead’s unvested restricted
stock awards, multiplied by the applicable reduction factors
for the awards).
John A. O’Donnell
The substantial risk of forfeiture restrictions applicable to
6,090 shares of our stock granted to Mr. O’Donnell would
have lapsed on December 31, 2009, if (i) on December 31,
2009, we or one of our affiliates sold a business unit, (ii) on
December 31, 2009, Mr. O’Donnell’s employment with us ter-
minated in connection with the sale and (iii) the sale did not
constitute a 2002 D&O Plan Change in Control. The maximum
value of this accelerated vesting of Mr. O’Donnell’s restricted
stock awards would have been $246,523 ($40.48 per share
value on December 31, 2009, multiplied by the number of our
shares subject to each of Mr. O’Donnell’s unvested restricted
stock awards, multiplied by the applicable reduction factors
for the awards).
Full Vesting of Restricted Stock Awards Upon the
Senior Executive’s Termination of Employment Due
to His Disability or His Death
If the Senior Executive had terminated employment with
us on December 31, 2009 due to death or due to disability, all
of his then outstanding restricted stock awards granted by us
would have become fully vested and nonforfeitable. For this
purpose a Senior Executive is treated as having incurred a dis-
ability if he qualifies for long-term disability benefits under our
long-term disability program. For each Senior Executive, the
number of shares with respect to which the forfeiture restric-
tions would have lapsed and the value of this accelerated vest-
ing is specified above under the subheading “Payments in the
Event of a Change in Control” under the heading “Change in
Control Agreements”.
Stock Options
Full Vesting of Stock Options Upon A Change in Control
If a change in control (as defined in the Change in Control
Agreements or the 2002 D&O Plan) were to have occurred on
December 31, 2009, all of the then outstanding stock options
granted by us to the Senior Executives would have become fully
vested and exercisable. For each Senior Executive, the number
of our shares for which the options would have become fully
exercisable is specified above under the subheading “Payments
in the Event of a Change in Control” under the heading
“Change in Control Agreements”.
Full Vesting of Stock Options Upon Termination of
Employment in Connection With a Change in Control or
Upon Sale of a Business Unit
If a 2002 D&O Plan Change in Control had occurred on
December 31, 2009, and the Senior Executive had terminated
employment with us for good reason (as defined in the 2002
D&O Plan) on December 31, 2009 or we had terminated the
Senior Executive’s employment with us on December 31, 2009
for reasons other than cause (as defined in the 2002 D&O Plan)
in connection with a change in control all of the then out-
standing stock options granted by us to the Senior Executive
would have become fully exercisable. If on December 31, 2009,
we or one of our affiliates sold a business unit that employed
the Senior Executive, all of the Senior Executive’s then out-
standing stock options would have become fully exercisable.
For each Senior Executive, the number of shares for which the
options would have become fully exercisable is specified above
under the subheading “Payments in the Event of a Change in
Control” under the heading “Change in Control Agreements”.
Full Vesting of Stock Options Upon Retirement
of Senior Executive
If the Senior Executive had terminated employment on
December 31, 2009, and the sum of his age and years of ser-
vice with us equaled at least 65, all of the Senior Executive’s
then outstanding stock options granted by us would have
become fully vested and exercisable.
Messrs. Deaton and Ragauss are not yet eligible to retire
for purposes of their outstanding stock options.
If Mr. Crain had terminated employment with us on
December 31, 2009 due to retirement his options to purchase
an aggregate of 69,142 our shares, with a value of $40.48 per
share would have become fully exercisable on December 31,
2009. Under the terms of Mr. Crain’s stock options, he would
have to pay an aggregate of $3,200,057 to purchase these
shares. Mr. Crain’s options with respect to 48,418 of our
shares were in-the-money (per share stock value greater than
per share exercise price) as of December 31, 2009. The maxi-
mum value of the accelerated vesting of these in-the-money
options would have been $299,522 (per share stock value
greater than per share exercise price) as of December 31, 2009
($40.48 per share value on December 31, 2009), multiplied by
48,418 of our shares subject to the options minus $1,660,439,
the aggregate exercise price for the options).
Mr. Barr retired from employment with us on April 30, 2009.
The amounts we paid to Mr. Barr in connection with his retire-
ment are discussed below under the heading “Retirement
Agreement With David H. Barr”.
If Mr. Craighead had terminated employment with us
on December 31, 2009 due to retirement his options to pur-
chase an aggregate of 81,891 of our shares, with a value
of $40.48 per share would have become fully exercisable on
December 31, 2009. Under the terms of Mr. Craighead’s stock
options, he would have to pay an aggregate of $3,669,570
to purchase these shares. Mr. Craighead’s options with respect
to 62,431 of our shares were in-the-money (per share stock
value greater than per share exercise price) as of December 31,
2009. The maximum value of the accelerated vesting of these
in-the-money options would have been $300,670 ($40.48 per
share value on December 31, 2009, multiplied by 62,431
of our shares subject to the options minus $2,226,537, the
aggregate exercise price for the options).